Common use of Sharing Security Clause in Contracts

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being held by the Agent to secure firstly the Loan Indebtedness and the Senior Secured Swap Obligations on a senior basis (and on a pari passu basis within these senior obligations) and secondly any Subordinate Secured Swap Obligations on a subordinate basis (and on a pari passu basis within these subordinate obligations), as more particularly contemplated below. For purposes of the above sentence, pari passu basis means: (a) with respect to the Lenders, proportional between (i) the Loan Indebtedness and (ii) the aggregate of the Loan Indebtedness plus the Senior Secured Swap Obligations; and (b) with respect to the Swap Lenders, proportional between (i) the Senior Secured Swap Obligations and (ii) the aggregate of the Loan Indebtedness plus the Senior Secured Swap Obligations. The Swap Lenders, as among themselves, will share their pro rata allocation of the Security, as determined in paragraph (b) above in the case of Senior Secured Swap Obligations, based on a pro rata allocation of the aggregate outstanding Senior Secured Swap Obligations owing to each Swap Lender. The Swap Lenders, as among themselves, will share their subordinate allocation of the Security, as determined in paragraph (c) below in the case of Subordinate Secured Swap Obligations, on a pari passu basis based upon a pro rata allocation of the outstanding Secured Swap Obligations (other than the Huntsman Preferred Stock Obligations) owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders or any Swap Lender, then each of the Agent and the Swap Lenders will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 10.3. In addition to the pari passu sharing provisions referred to above, such further agreements shall incorporate the following principles: (a) no Swap Lender may enforce the Security (without the Lenders) unless the Borrower defaults in paying any Secured Swap Obligations then due and owing to such Swap Lender in excess of the U.S. Equivalent of U.S. $7,500,000 and such default continues for at least 30 days; provided that any such Secured Swap Obligations not paid by the Borrower by the end of such 30 day period may, at the option of the Lenders and to the extent of any undrawn availability under the Total Commitment, be paid by the Lenders and shall be deemed to constitute a Prime Loan (if denominated in Cdn. Dollars) or a USBR Loan (if denominated in any currency other than Cdn. Dollars); (b) after the Lenders or any Swap Lender(s) elect to enforce the Security, any decision or determination which is required to be made by the enforcing secured parties regarding the conduct of such enforcement shall be determined by the enforcing Lenders (if the Loan Indebtedness exceeds the Senior Secured Swap Obligations of the enforcing Swap Lenders) or by the enforcing Swap Lender(s) (if the Senior Secured Swap Obligations of the enforcing Swap Lender(s) exceeds the Loan Indebtedness or if and for so long as the Lenders have not elected to enforce the Security); and (c) no Swap Lender may receive any proceeds of realization from the Security in respect of the Subordinate Secured Swap Obligations until after the Loan Indebtedness and the Senior Secured Swap Obligations have been repaid in full. The above principles are intended to apply at all times (whether before or after the execution of any intercreditor agreement) but are not intended to apply to any enforcement of the Swap Guarantee on an unsecured basis.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being held by shared equally among (a) the Agent Lenders to secure firstly the Loan Indebtedness and of the Senior Borrower, (b) the Swap Lenders to secure the Secured Swap Obligations on a senior basis Obligations, and (and c) the Cash Manager to secure the Cash Management Obligations, in each case on a pari passu basis within these senior obligations) basis, and secondly any Subordinate that the Agent will hold the Security for the benefit of the Lenders, the Swap Lenders and the Cash Manager with respect to all Loan Indebtedness, the Secured Swap Obligations on a subordinate basis (and on a pari passu basis within these subordinate obligations), as more particularly contemplated belowthe Cash Management Obligations. For purposes of the above sentence, pari passu basis means: (a) with respect to the Syndicated Facility Lenders, proportional between (i) the Loan Indebtedness and (ii) Outstanding Principal under the Syndicated Facility relative to the aggregate of the Loan Indebtedness Outstanding Principal under each of the Credit Facilities plus the Senior Secured Swap Obligations plus the Cash Management Obligations; and; (b) with respect to the Swap LendersOperating Facility Lender, proportional between (i) the Senior Secured Swap Obligations and (ii) Outstanding Principal under the Operating Facility relative to the aggregate of the Loan Indebtedness Outstanding Principal under each of the Credit Facilities plus the Senior Secured Swap Obligations plus the Cash Management Obligations; (c) with respect to the Swap Lenders, the Secured Swap Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; and (d) with respect to the Cash Manager, the Cash Management Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations. The Swap Lenders, as among amongst themselves, will share their pro rata allocation of the Security, as determined in paragraph (bc) above in the case of Senior Secured Swap Obligationsabove, based on a pro rata allocation of the aggregate outstanding Senior Secured Swap Obligations owing to each Swap Lender. The Swap Lenders, as among themselves, will share their subordinate allocation of the Security, as determined in paragraph (c) below in the case of Subordinate Secured Swap Obligations, on a pari passu basis based upon a pro rata allocation of the outstanding Secured Swap Obligations (other than the Huntsman Preferred Stock Obligations) owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders or Lenders, the Operating Facility Lender, any Swap LenderLender or the Cash Manager, then each of the Agent and Agent, the Lenders, the Swap Lenders and the Cash Manager will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 10.3. In addition to the pari passu sharing provisions referred to above, such further agreements shall incorporate the following principles: (a) no Swap Lender may enforce the Security (without the Lenders) unless the Borrower defaults in paying any Secured Swap Obligations then due and owing to such Swap Lender in excess of the U.S. Equivalent of U.S. $7,500,000 and such default continues for at least 30 days; provided that any such Secured Swap Obligations not paid by the Borrower by the end of such 30 day period may, at the option of the Lenders and to the extent of any undrawn availability under the Total Commitment, be paid by the Lenders and shall be deemed to constitute a Prime Loan (if denominated in Cdn. Dollars) or a USBR Loan (if denominated in any currency other than Cdn. Dollars); (b) after the Lenders or any Swap Lender(s) elect to enforce the Security, any decision or determination which is required to be made by the enforcing secured parties regarding the conduct of such enforcement shall be determined by the enforcing Lenders (if the Loan Indebtedness exceeds the Senior Secured Swap Obligations of the enforcing Swap Lenders) or by the enforcing Swap Lender(s) (if the Senior Secured Swap Obligations of the enforcing Swap Lender(s) exceeds the Loan Indebtedness or if and for so long as the Lenders have not elected to enforce the Security); and (c) no Swap Lender may receive any proceeds of realization from the Security in respect of the Subordinate Secured Swap Obligations until after the Loan Indebtedness and the Senior Secured Swap Obligations have been repaid in full. The above principles are intended to apply at all times (whether before or after the execution of any intercreditor agreement) but are not intended to apply to any enforcement of the Swap Guarantee on an unsecured basis7.2.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being held by the Agent to secure firstly the Loan Indebtedness Obligations and the Senior Secured Swap Obligations on a senior basis (and on a pari passu basis within these senior obligations) and secondly any Subordinate Secured Swap Obligations on a subordinate basis (and on a pari passu basis within these subordinate obligations), as more particularly contemplated belowbasis. For purposes of the above sentence, pari passu basis means: (a) with respect to the Lenders, proportional between (i) the Loan Obligations (including all Cash Management Indebtedness and owing to the Lenders) relative to (ii) the aggregate of the Loan Obligations (including all Cash Management Indebtedness owing to the Lenders) plus the Senior Secured Swap Obligations; and (b) with respect to the Swap Lenders, proportional between (i) the Senior Secured Swap Obligations and relative to (ii) the aggregate of the Loan Obligations (including all Cash Management Indebtedness owing to the Lenders) plus the Senior Secured Swap Obligations. The Swap Lenders, as among amongst themselves, will share their pro rata allocation of the Security, as determined in paragraph (b) above in the case of Senior Secured Swap Obligationsabove, based on a pro rata allocation of the aggregate outstanding Senior Secured Swap Obligations owing to each Swap Lender. The Swap Lenders, as among themselves, will share their subordinate allocation of the Security, as determined in paragraph (c) below in the case of Subordinate Secured Swap Obligations, on a pari passu basis based upon a pro rata allocation of the outstanding Secured Swap Obligations (other than the Huntsman Preferred Stock Obligationsdetermined, if netting is legally available to a Swap Lender, on a net basis) owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders Lenders, the Fronting Lender or any Swap Lender, then each of the Agent and the Swap Lenders will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 10.3section. In addition to the pari passu sharing provisions referred to aboveThe parties hereto agree, and such further agreements shall incorporate the following principles: (a) no confirm, that Swap Lender may enforce the Security (without the Lenders) unless the Borrower defaults in paying any Secured Swap Obligations then due and owing to such Swap Lender in excess of the U.S. Equivalent of U.S. $7,500,000 and such default continues for at least 30 days; provided that any such Secured Swap Obligations not paid by the Borrower by the end of such 30 day period may, at the option of the Lenders and to the extent of any undrawn availability under the Total Commitment, be paid by the Lenders and shall be deemed entitled to constitute a Prime Loan (if denominated share in Cdn. Dollars) or a USBR Loan (if denominated in any currency other than Cdn. Dollars); (b) after the Lenders or any Swap Lender(s) elect to enforce the Security, any decision or determination which is required to be made by the enforcing secured parties regarding the conduct of such enforcement shall be determined by the enforcing Lenders (if the Loan Indebtedness exceeds the Senior Secured Swap Obligations of the enforcing Swap Lenders) or by the enforcing Swap Lender(s) (if the Senior Secured Swap Obligations of the enforcing Swap Lender(s) exceeds the Loan Indebtedness or if and for so long as the Lenders have not elected to enforce the Security); and (c) no Swap Lender may receive any proceeds of realization from as aforesaid, but shall have no vote in respect of amounts owed to them, and shall not have the Security right to initiate the enforcement of, or participate in any decisions in respect of the Subordinate Secured Swap Obligations until after enforcement of, any of the Loan Indebtedness Documents unless and until there are no Obligations under the Senior Secured Swap Obligations have Credit Facility and this Agreement has been repaid in full. The above principles are intended to apply at all times (whether before or after the execution of any intercreditor agreement) but are not intended to apply to any enforcement of the Swap Guarantee on an unsecured basisterminated.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being held by shared equally among (a) the Agent Lenders to secure firstly the Loan Indebtedness and of the Senior Borrower, (b) the Swap Lenders to secure the Secured Swap Obligations on a senior basis Obligations, and (and c) the Cash Manager to secure the Cash Management Obligations, in each case on a pari passu basis within these senior obligations) basis, and secondly any Subordinate that the Agent will hold the Security for the benefit of the Lenders, the Swap Lenders and the Cash Manager with respect to all Loan Indebtedness, the Secured Swap Obligations on a subordinate basis (and on a pari passu basis within these subordinate obligations), as more particularly contemplated belowthe Cash Management Obligations. For purposes of the above sentence, pari passu basis means: (a) with respect to the Syndicated Facility Lenders, proportional between (i) the Loan Indebtedness and (ii) Outstanding Principal under the Syndicated Facility relative to the aggregate of the Loan Indebtedness Outstanding Principal under each of the Credit Facilities plus the Senior Secured Swap Obligations plus the Cash Management Obligations; and; (b) with respect to the Swap LendersOperating Facility Lender, proportional between (i) the Senior Secured Swap Obligations and (ii) Outstanding Principal under the Operating Facility relative to the aggregate of the Loan Indebtedness Outstanding Principal under each of the Credit Facilities plus the Senior Secured Swap Obligations plus the Cash Management Obligations; (c) with respect to the Swap Lenders, the Secured Swap Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; (d) with respect to the Cash Manager, the Cash Management Obligations relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations; and (e) with respect to the Term Facility Lenders, the Outstanding Principal under the Term Facility relative to the aggregate of the Outstanding Principal under each of the Credit Facilities plus the Secured Swap Obligations plus the Cash Management Obligations. The Swap Lenders, as among amongst themselves, will share their pro rata allocation of the Security, as determined in paragraph (bc) above in the case of Senior Secured Swap Obligationsabove, based on a pro rata allocation of the aggregate outstanding Senior Secured Swap Obligations owing to each Swap Lender. The Swap Lenders, as among themselves, will share their subordinate allocation of the Security, as determined in paragraph (c) below in the case of Subordinate Secured Swap Obligations, on a pari passu basis based upon a pro rata allocation of the outstanding Secured Swap Obligations (other than the Huntsman Preferred Stock Obligations) owing to each Swap Lender. If requested by any of the Agent, the Majority Lenders or Lenders, the Operating Facility Lender, any Swap LenderLender or the Cash Manager, then each of the Agent and Agent, the Lenders, the Swap Lenders and the Cash Manager will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 10.3. In addition to the pari passu sharing provisions referred to above, such further agreements shall incorporate the following principles: (a) no Swap Lender may enforce the Security (without the Lenders) unless the Borrower defaults in paying any Secured Swap Obligations then due and owing to such Swap Lender in excess of the U.S. Equivalent of U.S. $7,500,000 and such default continues for at least 30 days; provided that any such Secured Swap Obligations not paid by the Borrower by the end of such 30 day period may, at the option of the Lenders and to the extent of any undrawn availability under the Total Commitment, be paid by the Lenders and shall be deemed to constitute a Prime Loan (if denominated in Cdn. Dollars) or a USBR Loan (if denominated in any currency other than Cdn. Dollars); (b) after the Lenders or any Swap Lender(s) elect to enforce the Security, any decision or determination which is required to be made by the enforcing secured parties regarding the conduct of such enforcement shall be determined by the enforcing Lenders (if the Loan Indebtedness exceeds the Senior Secured Swap Obligations of the enforcing Swap Lenders) or by the enforcing Swap Lender(s) (if the Senior Secured Swap Obligations of the enforcing Swap Lender(s) exceeds the Loan Indebtedness or if and for so long as the Lenders have not elected to enforce the Security); and (c) no Swap Lender may receive any proceeds of realization from the Security in respect of the Subordinate Secured Swap Obligations until after the Loan Indebtedness and the Senior Secured Swap Obligations have been repaid in full. The above principles are intended to apply at all times (whether before or after the execution of any intercreditor agreement) but are not intended to apply to any enforcement of the Swap Guarantee on an unsecured basis7.2.

Sharing Security. The Borrower and the Lenders agree and acknowledge that the Security is being held by the Agent to secure firstly the Loan Indebtedness and the Senior Secured Swap Obligations on a senior basis (and on a pari passu basis within these senior obligations) and secondly any Subordinate Secured Swap Obligations on a subordinate basis (and on a pari passu basis within these subordinate obligations), as more particularly contemplated below. For purposes of the above sentence, pari passu basis means: (a) with respect to the Lenders, proportional between (i) the Loan Indebtedness and (ii) the aggregate of the Loan Indebtedness plus the Senior Secured Swap Obligations; and (b) with respect to the Swap Lenders, proportional between (i) the Senior Secured Swap Obligations and (ii) the aggregate of the Loan Indebtedness plus the Senior Secured Swap Obligations. The Swap Lenders, as among themselves, will share their pro rata allocation of the Security, as determined in paragraph (bc) above in the case of Senior Secured Swap Obligations, based on a pro rata allocation of the aggregate outstanding Senior Secured Swap Obligations owing to each Swap Lender. The Swap Lenders, as among themselves, will share their subordinate allocation of the Security, as determined in paragraph (c) below above in the case of Subordinate Secured Swap Obligations, on a pari passu basis based upon a pro rata allocation of the outstanding Secured Swap Obligations (other than the Huntsman Preferred Stock Obligations) owing to each Swap Lender. Although Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party or its assets, at the discretion of the Agent and to the extent not prohibited by Law, appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Loan Indebtedness and Secured Swap Obligations that would have resulted in accordance with this Section 10.3 assuming that, solely for purposes of such adjustments, Secured Swap Obligations included Excluded Swap Obligations. If requested by any of the Agent, the Majority Lenders or any Swap Lender, then each of the Agent and the Swap Lenders will enter into such further intercreditor agreements and assurances as may be reasonably requested to further evidence the sharing provisions of this Section 10.3. In addition to the pari passu sharing provisions referred to above, such further agreements shall incorporate the following principles: (a) no Swap Lender may enforce the Security (without the Lenders) unless the Borrower defaults in paying any Secured Swap Obligations then due and owing to such Swap Lender in excess of the U.S. Equivalent of U.S. $7,500,000 25,000,000 and such default continues for at least 30 days; provided that any such Secured Swap Obligations not paid by the Borrower by the end of such 30 day period may, at the option of the Lenders and to the extent of any undrawn availability under the Total Commitment, be paid by the Lenders and shall be deemed to constitute a Prime Loan (if denominated in Cdn. Dollars) or a USBR Loan (if denominated in any currency other than Cdn. Dollars); (b) after the Lenders or any Swap Lender(s) elect to enforce the Security, any decision or determination which is required to be made by the enforcing secured parties regarding the conduct of such enforcement shall be determined by the enforcing Lenders (if the Loan Indebtedness exceeds the Senior Secured Swap Obligations of the enforcing Swap Lenders) or by the enforcing Swap Lender(s) (if the Senior Secured Swap Obligations of the enforcing Swap Lender(s) exceeds the Loan Indebtedness or if and for so long as the Lenders have not elected to enforce the Security); and (c) no Swap Lender may receive any proceeds of realization from the Security in respect of the Subordinate Secured Swap Obligations until after the Loan Indebtedness and the Senior Secured Swap Obligations have been repaid in full. The As among the Lenders and the Swap Lenders, the above principles are intended to apply at all times (whether before or after the execution of any intercreditor agreementagreement entered into to further evidence the sharing provisions in this Section 10.3) but are not intended to apply to any enforcement of the Swap Guarantee on an unsecured basis. For clarity, any intercreditor agreement that may be entered into with the holders of Pari Passu Debt will govern as between the Lenders and the Swap Lenders on the one hand and the holders of the Pari Passu Debt on the other hand.